Outcrop Gold closes Santa Ana acquisition
2020-01-27 06:55 ET – News Release
Mr. Joseph Hebert reports
OUTCROP GOLD CLOSES ACQUISITION OF SANTA ANA SILVER PROJECT
Outcrop Gold Corp. has closed the acquisition of the Santa Ana silver project, pursuant to a share purchase agreement with Cedar Capital Corp., as previously announced in news releases dated May 14, 2019, Oct. 30, 2019, and Dec. 18, 2019.
Pursuant to the agreement, the company acquired all of the issued and outstanding shares of Cedar’s wholly owned subsidiary, Malew Overseas SA, in consideration for 24 million common shares of the company. In connection with the transaction the company also issued 350,000 common shares to an arm’s-length party as a finder’s fee. All securities issued pursuant to the transaction will be subject to a four-month hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
Ian Slater has been appointed to the board of directors and executive chairman of Outcrop. Mr. Slater has been involved in the mining industry for over 25 years with the last 10 years in Colombia and is the founder of numerous Colombian businesses. Mr. Slater is currently the founder and chief executive officer of Libero Copper & Gold Corp. Previously, Mr. Slater was the managing partner of both Ernst & Young’s Canadian and Arthur Andersen’s Central Asian mining practices. Judy A. McCall has also been appointed corporate secretary.
Early warning
Pursuant to the agreement, Cedar of Suite 905 1111 W. Hastings St., Vancouver, B.C., V6E 2J3, acquired 24 million common shares of the company as part of the aggregate consideration for the company’s acquisition of all the issued and outstanding share capital of Malew. Cedar is wholly owned by Mr. Slater, who was appointed as a director and executive chairman of Outcrop in connection with the closing of the acquisition of Malew.
Immediately prior to the acquisition, Cedar and Mr. Slater owned no common shares of the company. As a result of the foregoing issuance, Cedar now owns 24 million common shares, representing approximately 38.39 per cent of the current 64,190,345 issued and outstanding common shares of the company, on an undiluted basis. This represents an approximate 38.39-per-cent change in Cedar’s ownership of common shares on a non-diluted basis. Cedar acquired the 24 million common shares at a deemed price of 10 cents per share representing a value of $2.4-million as part of the consideration for the company’s acquisition of the entire share capital of Malew. Cedar has no present intention to dispose of or acquire further securities of the company. Cedar and Mr. Slater may, in the future, participate in financings and/or acquire or dispose of securities.
The disclosure respecting Cedar and Mr. Slater’s shareholdings contained in this news release is made pursuant to Multilateral Instrument 62-104 and a report respecting the above acquisition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval and will be available for viewing at SEDAR.
About Outcrop Gold Corp.
Outcrop is a gold prospect generator active in Colombia, acquiring gold exploration projects with world-class discovery potential. Outcrop performs its own grassroots exploration and then employs a joint venture business model on its projects to maximize investor exposure to discovery and minimize financial risk.
Qualified person
The technical information in this news release has been approved by Joseph P. Hebert, a qualified person as defined in NI 43-101, and president and chief executive officer to the company.
We seek Safe Harbor.
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